tipt-20230606

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 6, 2023

TIPTREE INC.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-33549

38-3754322

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

660 Steamboat Road

2nd Floor

Greenwich

06830

(Address of Principal Executive Offices)

(Zip Code)

(212) 446-1400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TIPT	NASDAQ	Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07			Submission of Matters to a Vote of Security Holders.

Tiptree Inc., (the “Company”) held its 2023 Annual Meeting of Stockholders on June 6, 2023 (the “2023 Annual Meeting”). The matters voted upon at the 2023 Annual Meeting and the results of such voting are set forth below:

Proposal 1: Election of Board of Directors:


Name of Director	For	Withheld	Broker Non-Vote
Paul M. Friedman	22,465,025	6,467,009	4,822,867
Randy Maultsby	26,254,331	2,677,703	4,822,867
Bradley E. Smith	21,163,347	7,768,687	4,822,867

All director nominees were duly elected.

Proposal 2: Ratification of selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:


For	Against	Abstain
33,721,033	2,868	31,000

Proposal 2 was approved.

Proposal 3: To approve, in an advisory (non-binding) vote, the compensation of our named executive officers.


For	Against	Abstain	Broker Non-Vote
20,527,901	8,370,541	33,592	4,822,867

Proposal 3 was approved.

Proposal 4: To determine, in an advisory (non-binding) vote, whether a stockholder vote to approve the compensation of our named executive officers should occur every one (1), two (2) or three (3) years.


One Year	Two Years	Three Years	Abstain
10,492,857	89,013	18,317,317	32,847

Proposal 4 was approved at Three Years.


Item 9.01			Financial Statements and Exhibits.

(d) List of Exhibits:


104			Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		TIPTREE INC.

Date:	June 7, 2023	By:	/s/ Jonathan Ilany
			Name: Jonathan Ilany
			Title: Chief Executive Officer

Tiptree Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits